8-KShareholder Matters

US BANCORP \DE\ 8-K Report, Shareholder Vote Results (Apr 18, 2013)

Filed April 18, 2013For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp filed an 8-K on April 18, 2013, reporting the results of its 2013 Annual Meeting of Shareholders held on April 16, 2013. The meeting covered four key proposals: the election of directors, ratification of the independent auditor, an advisory vote on executive compensation, and a shareholder proposal regarding board independence. All proposals except the shareholder proposal regarding board independence passed with significant support from shareholders. The company's shareholders overwhelmingly re-elected all fourteen director nominees for a one-year term. Furthermore, the selection of Ernst & Young LLP as the independent auditor for the fiscal year 2013 was ratified. An advisory vote to approve the compensation of the company's executive officers also received majority shareholder support, indicating general satisfaction with the compensation structure as disclosed in the proxy statement.

Key Highlights

  • 1All 14 director nominees were elected for a one-year term, with substantial "For" votes across the board.
  • 2Shareholders ratified the appointment of Ernst & Young LLP as the independent auditor for the 2013 fiscal year with strong approval.
  • 3An advisory vote on executive compensation was approved by shareholders, indicating support for the disclosed compensation packages.
  • 4A shareholder proposal to require an independent Chairman of the Board was not approved, with a significant majority voting against it.
  • 5The voting results for all proposals were officially reported on April 17, 2013, and pertain to the annual meeting held on April 16, 2013.

Frequently Asked Questions

This 8-K filing was made to report the official voting results from U.S. Bancorp's 2013 Annual Meeting of Shareholders, which took place on April 16, 2013.

Yes, all fourteen director nominees presented at the meeting were elected by the shareholders to serve for a one-year term until the 2014 annual meeting.

Shareholders provided advisory approval for the compensation of U.S. Bancorp's executive officers, as detailed in the company's proxy statement. The majority of votes cast were in favor of the executive compensation.

The shareholder proposal seeking to require that the Chairman of the Board be an independent director did not pass. The majority of votes were cast against this proposal.